                                 CODE OF VIRGINIA

ENTITY CONVERSION OF FOREIGN LIMITED PARTNERSHIP REGISTERED TO TRANSACT BUSINESS
IN COMMONWEALTH (§ 50-73.57:3)

A. Whenever a foreign limited partnership registered to transact business in the
Commonwealth converts to another type of entity, the surviving or resulting
entity shall, within 30 days after such entity conversion becomes effective,
file with the Commission a copy of the instrument of entity conversion duly
authenticated by the Secretary of State or other official having custody of
limited partnership records in the state or other jurisdiction under whose laws
such entity conversion was effected; and

   1. If the surviving or resulting entity is not continuing to transact business
   in the Commonwealth or is not a foreign corporation, limited liability
   company, business trust, or partnership registered as a registered limited
   liability partnership, then, within 30 days after such entity conversion, it
   shall comply on behalf of the predecessor limited partnership with the
   provisions of &#xA7; 50-73.58; or

   2. If the surviving or resulting entity is a foreign corporation, limited
   liability company, business trust, or partnership registered as a registered
   limited liability partnership and is to continue to transact business in the
   Commonwealth, then, within such 30 days, it shall deliver to the Commission an
   application for a certificate of authority or registration to transact
   business in the Commonwealth or, in the case of a foreign registered limited
   liability partnership, a statement of registration.

B. Upon the entity conversion of a foreign limited partnership that is
registered to transact business in the Commonwealth, all property in the
Commonwealth owned by the foreign limited partnership shall pass to the
surviving or resulting entity except as otherwise provided by the laws of the
state or other jurisdiction by which it is governed, but only from and after the
time when a duly authenticated copy of the instrument of entity conversion is
filed with the Commission.

HISTORY: 2004, c. 274.